Twinlab Consolidated (TLCC) Form 4 TWINLAB CONSOLIDATED / THOMAS A TOLWORTHY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOLWORTHY THOMAS A

(Last) (First) (Middle)

632 BROADWAY, SUITE 201

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWINLAB CONSOLIDATED HOLDINGS, INC. [ TLCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.001	05/11/2015		J(1)		657,895	D	$0(2)	130,212,237(3)(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person contributed the shares of common stock that are the subject of this Form 4 to the Issuer pursuant to that certain Subscription and Surrender Agreement, dated as of September 3, 2014, by and between Twinlab Consolidation Corporation ("TCC"), now a wholly-owned subsidiary of the Issuer, and the reporting person, which Agreement was assumed by the Issuer on September 16, 2014 (the "Subscription & Surrender Agreement").

2. The shares contributed to the Issuer as described in note (1) above, were contributed for no additional consideration.

3. The reporting person acquired 104,000,000 shares in TCC on November 4, 2013 pursuant to a Restricted Stock Purchase Agreement. The shares issued were subject to time vesting only. Half the shares vested on the purchase date and the remaining half vest in 24 equal monthly installments. TCC became a wholly-owned subsidiary of the Issuer pursuant to a merger on September 16, 2014 (the "Merger"). Pursuant to the Merger, each share of TCC's common stock, par value $0.0001 per share, was converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.001 per share, subject to the same vesting conditions as the previously owned TCC common shares. 13,000,012 shares of common stock remain unvested as of the date of this filing. Unvested shares are bought back at par value if the reporting person ceases to be employed by the Issuer.

4. The reporting person acquired one (1) share of TCC Series A Preferred Stock ("TCC Preferred Stock") on September 3, 2014 pursuant to the Subscription & Surrender Agreement. Pursuant to the Merger, each share of TCC Preferred Stock was exchanged for 26,870,132 shares of the Issuer's common stock.

5. The reporting person also has a contingent agreement to acquire up to 3,493,450 shares of the Issuer's outstanding common stock if a certain pending acquisition transaction does not close. Such shares are not included in the shares described above as owned by the reporting person.

	/s/ Thomas A. Tolworthy	05/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.